News

The merger of Gamesa and Siemens Wind Power becomes effective

03 April 2017

After being registered in the Mercantile Registry of Biscay, in Spain, the companies merge becoming one company.

First Board of Directors meeting to be held on April 4.

The merger between Gamesa and Siemens Wind Power becomes effective
today, after the registration of the combined company in the Mercantile
Registry of Biscay, in Spain. This was the last step required to close the
transaction announced in June 2016, after fulfillment of all the conditions
precedent and other closing actions.

This transaction creates a global leader in the wind power industry,
with a presence in more than 90 countries, industrial footprint in key wind
markets and an installed base of 75 GW. The combined company has a €21 billion
backlog, pro forma revenues of €11 billion and €1.1 billion of adjusted EBIT in
the fiscal year ended December 2016. The company -based in Zamudio, Spain- will
keep trading on the Spanish stock market, becoming one of the biggest
industrial companies of the blue-chip index Ibex 35. Siemens will own 59
percent of the share capital of the merged company, 8 percent will be held by
Iberdrola, and the rest will be free-floating shares.

The legal domicile and global headquarters of the merged company will be located in Spain.
The onshore offices will be also in Spain, while the offshore headquarters will
be located in Hamburg (Germany) and Vejle (Denmark).

As a result of the agreements reflected in the
Merger Agreement €1.005 billion (€3.601 per share) will be distributed as dividend to Gamesa
shareholders. Further liquidity composition as of 31 March merged into Gamesa
consists of cash in carved out entities, cash accumulated since carve out and
contractual settlements amounts to €885 million.

Dividend payment calendar

April 6: Last trading date with right to receive the extraordinary dividend.

The first Board of Directors meeting of the combined
company will take place tomorrow, April 4, where the first decisions regarding
the composition of the Board and Committees and top management are expected.

1This amount is the result of deducting from the announced gross extraordinary dividend of €3.75 per share all dividends paid since the execution of the merger agreement (June 17, 2016) until the expected merger effective date, that amounts to €0.15 per share (paid on July 4, 2016).